SAPPI LTD (SAP) 6-K

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COMBINED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER 2007, 2006 AND 2005 (Amounts in thousands of Euros, unless otherwise stated) 2007 2006 2005 Result for period 66,453 (20,205) (226,610) Adjustments to the results, total (a) (36,786) 74,342 301,856 Interest received 1,143 1,666 1,569 Interest paid (8,681) (13,479) (12,356) Dividends received 10 6,970 61 Other financial items, net (4,117) (3,315) 6,389 Income taxes (paid) received (154) 402 414 Corporate overhead costs funded by Parent 8,600 8,000 7,300 Income taxes funded by Parent 2,154 7,725 4,171 Other Parent funding items - - (1,000) Changes in working capital (b) 42,523 15,755 (20,269) Net cash flow arising from operating activities 71,145 77,861 61,525 Capital expenditure (45,228) (53,742) (38,765) Proceeds from sale of property, plant and equipment 159 43 130 Increase in long-term receivables (3,247) - - Net cash flow used in investing activities (48,316) (53,699) (38,635) Financing with Parent, net (c) (34,891) - (33,075) Repayment of borrowings with 3rd parties (11,224) (12,611) (13,844) Net cash flow used in financing activities (46,115) (12,611) (46,919) Net change in cash and cash equivalents (23,286) 11,551 (24,029) Effect of exchange rate changes on cash (199) (437) (58) Increase in cash and cash equivalents (23,485) 11,114 (24,087) Cash at beginning of year 51,769 40,655 64,742 Cash at end of year 28,284 51,769 40,655 Notes to the combined statements of cash flow (a) Adjustments to the results Depreciation and amortisation 95,662 59,021 77,617 Impairment charges and reversal of impairment charges (151,000) 20,000 251,000 Taxes 10,586 (10,794) (31,960) Finance costs, net 11,644 8,156 4,337 Provisions (2,164) 285 1,631 Other adjustments (1,514) (2,326) (769) (36,786) 74,342 301,856 (b) Changes in working capital Inventories 10,389 18,264 (6,624) Current receivables 5,376 (8,915) (25,521) Current non-interest bearing liabilities 26,758 6,406 11,876 42,523 15,755 (20,269) Non-cash transactions (c) In 2007 the Parent converted EUR 166,819 of related party interest-bearing liabilities to invested equity (see note 21). The accompanying notes are an integral part of the combined financial statements. 63
COMBINED STATEMENTS OF CHANGES IN INVESTED EQUITY FOR THE YEARS ENDED 31 DECEMBER 2007, 2006 AND 2005 (Amounts in thousands of Euros, unless otherwise stated) Balance, 1 January, 2005 709,566 Translation differences (701) Result for the period (226,610) Related party transactions Gains on derecognition of Parent company defined benefit plan obligation (1,000) Corporate overhead costs funded by Parent 7,300 Income taxes funded by Parent 4,171 Other financing with Parent, net (26,166) Related party transactions, total (15,695) Balance, 31 December 2005 466,560 Balance, 1 January, 2006 466,560 Translation differences (2,729) Result for the period (20,205) Related party transactions Corporate overhead costs funded by Parent 8,000 Income taxes funded by Parent 7,725 Other financing with Parent, net 1,030 Related party transactions, total 16,755 Balance, 31 December 2006 460,381 Balance, 1 January, 2007 460,381 Translation differences (1,556) Result for the period 66,453 Related party transactions Equity contribution by Parent 181,819 Corporate overhead costs funded by Parent 8,600 Income taxes funded by Parent 2,154 Other financing with Parent, net (44,534) Related party transactions, total 148,039 Balance, 31 December 2007 673,317 The accompanying notes are an integral part of the combined financial statements. 64
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SAPPI LTD (SAP) 6-K Current report
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INCORPORATION BY REFERENCE Sappi Li
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CERTAIN FORWARD-LOOKING STATEMENTS
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South African legal advisor to Sapp
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TABLE OF CONTENTS Page CORPORATE IN
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ACTION REQUIRED BY SAPPI SHAREHOLDE
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IMPORTANT DATES/TIMES SALIENT DATES
Page 16 and 17: “CSDP” “CWF” “Deloitte So
Page 18 and 19: “Sappi Papier Holding” “Sappi
Page 20 and 21: CURRENCY TRANSLATION This Circular
Page 22 and 23: The tables below highlight certain
Page 24 and 25: Reconciliation from profit for the
Page 26 and 27: 3. PRINCIPAL TERMS AND CONDITIONS O
Page 28 and 29: • dispose of any of the Settlemen
Page 30 and 31: There is no accrued taxation, which
Page 32 and 33: (d) all of the know-how, brands, or
Page 34 and 35: The map below sets out the location
Page 36 and 37: Name Age Position Experience Martti
Page 38 and 39: 5. FINANCIAL INFORMATION ON THE ACQ
Page 40 and 41: The registered address of Metsälii
Page 42 and 43: Pro forma financial effects for the
Page 44 and 45: G. Financial information for Sappi
Page 46 and 47: 13.3. Major Shareholders prior to t
Page 48 and 49: Dr D.C Cronje was appointed in Janu
Page 50 and 51: Executive Directors RJ Boëttger (3
Page 52 and 53: 14.2.2. Changes in executive direct
Page 54 and 55: 2007 2006 Direct Interests Indirect
Page 56 and 57: Other than described above, there a
Page 58 and 59: 21. DIRECTORS’ RESPONSIBILITY STA
Page 60 and 61: 25. EXCHANGE CONTROL AUTHORITY Subj
Page 62 and 63: • Audited Annual Financial Statem
Page 64 and 65: HISTORIC FINANCIAL INFORMATION RELA
Page 68 and 69: Note 1• Background and basis of p
Page 70 and 71: The translation of foreign currency
Page 72 and 73: Goodwill that arose prior to 1 Janu
Page 74 and 75: Revenue recognition Revenue compris
Page 76 and 77: Application of new and amended IFRS
Page 78 and 79: Liquidity risk is defined as the ri
Page 80 and 81: Other operating expenses include al
Page 82 and 83: Note 7•Personnel data The Company
Page 84 and 85: Note 9•Financial income and expen
Page 86 and 87: The Company has offset deferred tax
Page 88 and 89: Note 12•Property, plant and equip
Page 90 and 91: Property, plant and equipment inclu
Page 92 and 93: Note 16•Cash and cash equivalents
Page 94 and 95: The Company expects to contribute E
Page 96 and 97: Note 20•Maturity of repayment and
Page 98 and 99: Maturity of repayment and interest
Page 100 and 101: Note 22•Other non-current liabili
Page 102 and 103: 2. Interim Condensed Combined Finan
Page 104 and 105: INTERIM CONDENSED COMBINED CASH FLO
Page 106 and 107: NOTES TO THE INTERIM CONDENSED COMB
Page 108 and 109: A reconciliation of income tax expe
Page 110 and 111: Sales of goods to related parties d
Page 112 and 113: 3. Interim condensed combined finan
Page 114 and 115: INTERIM CONDENSED COMBINED CASH FLO
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NOTES TO THE INTERIM CONDENSED COMB
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Depreciation of buildings and machi
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As of 31 December 2007 and 2006, cu
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ANNEXURE 2 INDEPENDENT REPORTING AC
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Opinion In our opinion, the combine
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Yours sincerely PRICEWATERHOUSECOOP
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The pro forma adjustments reflect t
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• anticipated synergies and effic
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(A) (B) Financial information for t
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(2) Adjustments to the equity balan
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ASSETS EUR’000 US$’000 Acquired
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UNAUDITED PRO FORMA INCOME STATEMEN
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Pro forma notes (1) Reflects the el
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* The number of shares in issue at
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Notes to the unaudited pro forma co
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(2) (EUR54,970) has been reallocate
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We do not accept any responsibility
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ANNEXURE 5 MATERIAL LOANS RELATING
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(4) The financial covenant relates
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The fair value of non-current borro
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ADDITIONAL MATERIAL LOANS OF THE GR
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Directorships in the last five year
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David Charles Brink Age 69 Business
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Directorships in last five years Cu
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Directorships in last five years Fo
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Directorships in last five years Cu
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Experience Jan joined Sappi in 1992
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Experience Berry Wiersum joined Sap
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ANNEXURE 7 DETAILS ON THE SAPPI SHA
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SPECIAL RESOLUTION NUMBER 1 Increas
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Explanatory Note to Ordinary Resolu
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This Page Printed On Pink Paper Sap
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FORM OF DIRECTION FOR HOLDERS OF DE
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(Incorporated in the Republic of So
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TABLE OF CONTENTS Page REVISED LIST
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2.2 Background Sappi Limited was fo
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Where shareholders are required to
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6. INFORMATION RELATING TO THE DIRE
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6.4 Additional information pertaini
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No commissions are payable or have
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15. MATERIAL VENDORS There have not
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ANNEXURE A TRADING HISTORY OF SAPPI
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ANNEXURE B PRINCIPAL IMMOVABLE PROP
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ANNEXURE C APPOINTMENT, QUALIFICATI
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If any question arises at any meeti
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As at the termination of each annua
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At every annual general meeting of
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Human Resources committee The respo
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Risk management The Sappi Board rec
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Interest in contracts The Sappi Gro
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ANNEXURE E CAPITAL COMMITMENTS AND
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Westbrook Cogeneration Agreement: I
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SIGNATURE Pursuant to the requireme
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